Is a written retainer required?

Most states and many bar ethics rules require contingency agreements to be in writing and signed by the client; confirm your jurisdiction's rules before proceeding and provide a clear written record.

Can the fee percentage change later?

Any change to the percentage should be documented in a signed amendment; unilateral changes risk ethics complaints and enforceability issues unless the client consented knowingly.

How should costs be advanced?

State whether the firm advances costs, whether the client is responsible on no recovery, and whether costs are repaid before or after fee calculation to avoid later accounting disputes.

Is an electronic signature acceptable?

Electronic signatures meet federal ESIGN and UETA standards for enforceability in most cases; verify any narrow exceptions (e.g., certain court filings) before relying solely on e-signature.

What happens to liens on recovery?

Identify anticipated liens (medical, statutory) and specify payment order; failing to address liens can delay distribution and expose the firm to claims from lienholders.

How long should records be kept?

Retain the executed retainer and supporting accounting for the longer of the practice's standard retention period and any applicable federal or state requirement, typically at least seven years for closed matters.

Electronic Signature
Templates
Legal
Legal Contingency Fee Retainer

Legal Contingency Fee Retainer

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

LEGAL CONTINGENCY FEE RETAINER

This Contingency Fee Retainer Agreement is entered into on , between Client Name: with Contact Address: (hereinafter "Client"), and Attorney Name: with Office Address: (hereinafter "Attorney").

RECITALS

WHEREAS, Client seeks legal representation in connection with the matter described as: (the "Matter"); and

WHEREAS, Attorney is duly authorized and qualified to represent Client in contingency-fee matters and has agreed to undertake representation on the terms set forth herein; and

WHEREAS, Client acknowledges that the Attorney's compensation will be contingent upon recovery on behalf of Client as further described below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Client and Attorney agree as follows:

1. ENGAGEMENT

Attorney is retained to represent Client in the Matter and to pursue all claims, causes of action, and remedies reasonably related to the Matter. Attorney's retention does not include appeals unless expressly agreed in writing.

2. SCOPE OF REPRESENTATION

Attorney will provide legal services customary to the prosecution, negotiation, and resolution of the Matter, including pre-trial investigation, pleadings, discovery, negotiation, mediation, and trial preparation. Attorney will consult with Client regarding major decisions; however, Attorney retains authority to take procedural actions necessary for the prosecution of the Matter.

3. CONTINGENCY FEE

Client agrees that Attorney's fee for services rendered under this agreement shall be contingent upon recovery and shall be computed as follows:

(a) If a recovery is obtained prior to filing suit, Attorney shall be entitled to % of Gross Recovery.

(b) If a recovery is obtained after filing suit but before trial, Attorney shall be entitled to % of Gross Recovery.

(c) If recovery is obtained by judgment or after trial, Attorney shall be entitled to % of Gross Recovery.

"Gross Recovery" means all funds or other consideration received on behalf of Client by settlement, judgment, award, or other means, prior to deduction for costs and expenses. Attorney's contingency fee shall be calculated on Gross Recovery unless otherwise required by law or court order.

4. COSTS AND EXPENSES

Client shall be responsible for all costs and expenses reasonably incurred in connection with the Matter, including but not limited to filing fees, deposition costs, expert fees, travel, courier, and investigative expenses ("Costs"). Costs shall be advanced by Attorney as necessary with Client's consent and shall be reimbursed from the Gross Recovery prior to disbursement to Client, unless otherwise agreed in writing.

5. BILLING, ACCOUNTING, AND RETAINER FUNDS

Attorney shall maintain reasonably detailed records of all Costs and distributions. Upon request, Attorney will provide Client with a written accounting of Gross Recovery, Attorney's Fee, Costs advanced, and net recovery to Client. Any funds received by Attorney on Client's behalf shall be held in Attorney's trust account in accordance with applicable professional rules.

6. SETTLEMENT AUTHORITY

Attorney shall notify Client of any settlement offers. Client retains the ultimate authority to accept or reject settlement offers. If Attorney believes immediate action is necessary to preserve Client's rights, Attorney may take interim steps but shall obtain Client's approval for any dispositive settlement.

7. ATTORNEY LIEN AND DISBURSEMENT

Attorney is granted a charging lien and retains an equitable lien on any recovery to secure payment of the contingency fee, costs, and any unpaid advances. Disbursement of proceeds shall occur only after satisfaction of valid liens, deductions for Costs, payment of the contingency fee, and satisfaction of prior encumbrances as permitted by law or court order.

8. TERMINATION

Client may terminate Attorney's representation at any time upon written notice. Upon termination, Attorney shall be entitled to compensation for services rendered and reimbursement of Costs incurred to the date of termination, calculated on a quantum meruit basis or as otherwise permitted by law, and compensated through any recovery obtained thereafter in connection with the Matter.

9. CONFLICTS OF INTEREST

Attorney represents that, to the best of Attorney's knowledge, no conflict exists that would preclude representation. Client agrees to promptly disclose to Attorney any facts or developments that might create a conflict. If a conflict arises that prevents continued representation, Attorney shall take reasonable steps to protect Client's interests and shall withdraw in accordance with applicable rules.

10. PRIVILEGE AND CONFIDENTIALITY

Communications between Attorney and Client are subject to the attorney-client privilege and work product protection to the fullest extent permitted by law. Client authorizes Attorney to take such actions as are necessary to preserve privilege and confidentiality.

11. REPRESENTATIONS AND WARRANTIES

Client represents that Client has the full authority to enter into this Agreement, that the information provided to Attorney is true and complete to Client's knowledge, and that no assignment or agreement exists that would impair Attorney's ability to represent Client in the Matter.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State selected by the parties: without regard to its conflict-of-law principles.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

15. NOTICES

Notice to Client Notice to Attorney

Notices shall be deemed delivered when received in writing at the addresses set forth above or as later designated in writing by either party.

16. AMENDMENT AND WAIVER

This Agreement may be amended only by a writing signed by both parties. No waiver of any breach shall be effective unless in writing signed by the waiving party, and no waiver shall operate as a waiver of any subsequent breach.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures provided by electronic means shall have the same force and effect as original signatures.

18. ADDITIONAL PROVISIONS

Case-specific instructions or limits on authority Client acknowledges reading and understanding

By initialing below, Client acknowledges receipt of a copy of this Agreement and confirms that the terms have been explained:

FEE EXAMPLE (ACKNOWLEDGMENT)

Client acknowledges that if the gross recovery is , and the contingency percentage is %, Attorney's fee would be before deduction of Costs.

Attorney

Printed Name:

By:

Date:

Client

Printed Name:

By:

Date:

What a Legal Contingency Fee Retainer Is

A Legal Contingency Fee Retainer is a written agreement between a client and an attorney that sets a lawyer's fee as a percentage of any recovery obtained on the client's behalf. The retainer defines case scope, who pays expenses, how fees are calculated if a settlement or judgment occurs, and procedures for closing or terminating the relationship. It establishes expectations about representation, billing, and distribution of proceeds and typically must be signed by the client before substantive legal work begins.

Why a Written Contingency Retainer Matters

A written contingency retainer clarifies fee splits, expense responsibility, and the attorney’s scope, reducing disputes and meeting ethical requirements. It also creates a clear record for courts, opposing parties, and regulators.

Who Typically Uses a Contingency Fee Retainer

These agreements are common where clients cannot pay hourly fees upfront and a recovery-based fee aligns incentives.

Plaintiffs in personal injury, medical malpractice, or wrongful death cases who lack funds for hourly billing.
Employment-discrimination and wage-and-hour claimants seeking representation contingent on recovery.
Small-business owners or consumers pursuing debt collection, warranty, or fraud claims with potential recoveries.

Use a contingency retainer whenever fees depend on outcomes and the attorney-client relationship needs a written record.

Core Elements to Include in the Agreement

A professional contingency retainer should be explicit, itemize fees and costs, and describe how recoveries are divided and what triggers termination.

Parties

Identify client and law firm by full legal name, including business entity type if applicable; include contact details and counsel of record.

Scope

Describe the claims, case phases covered, any excluded matters, and whether appeals or enforcement are included in the contingency.

Fee Percentage

State the exact contingency percentage or sliding scale for settlement, trial verdict, or appeal and explain how multiple recoveries are handled.

Costs and Expenses

Clarify which litigation expenses are advanced, whether they are deducted before or after fee calculation, and whether client repays on no-recovery.

Distribution Process

Explain distribution order (costs, liens, subrogation claims, client share) and any escrow or trust account handling of proceeds.

Termination

Set out client and attorney termination rights, wind-up obligations, and how earned fees are calculated if representation ends early.

Required Information and Key Data Points

Client Name: Full legal name

Case Type: Short description

Retainer Amount: Express dollar or 'contingent only'

Contingency Rate: Percentage(s) agreed

Expense Terms: Who pays advances

Effective Date: MM/DD/YYYY

Step-by-Step: Completing and Executing the Retainer

Follow these sequential actions to prepare, review, and finalize a valid contingency retainer.

01

Draft Terms: Populate parties, scope, fee, and costs.
02

Client Review: Explain terms, obtain questions, and document consent.
03

Signatures: Have client and attorney sign and date.
04

Store Copy: Provide signed copy to client and retain original.

How to Configure an Online Retainer Workflow

Set up a digital template with required fields and signer authentication to streamline remote execution and maintain an audit trail.

Field	Configuration
Template Name	Contingency Fee Retainer Template
Signer Order	Client then attorney
Authentication	Email + optional SMS code
Retention Setting	Save signed PDF + audit trail

Where to Send or File the Signed Retainer

After execution, route signed copies to all stakeholders and store the master copy in a secure, auditable system.

Client Copy: Email signed PDF to client for their records.
Firm Records: Save executed agreement to firm case file and practice management system.
Third Parties: Provide copies to insurers or claims administrators if required.
Court Use: File only if court requires fee approval or lien notice.

Digital Signing and Submission Considerations

Use a platform that preserves an auditable record, supports PDF/DOCX, and offers configurable signer authentication for consumer-protection compliance.

File Formats: PDF, DOCX supported
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS code, KBA options

Timing Considerations and Key Deadlines

Be mindful of timing that affects enforceability and client rights; some deadlines are statutory while others are procedural or governed by local rules.

Sign Before Work Starts:

Obtain client signature before substantive legal services begin.

Statute of Limitations:

Confirm applicable limitations (commonly 2–6 years by claim type).

Fee Approval Deadline:

Some courts require filing for fee approval before distribution.

Medical Lien Notices:

Timely notify lienholders per state-specific deadlines.

Periodic Accounting:

Provide client updates per state ethics rules or retainer terms.

Common Mistakes to Avoid

Using vague percentage language that leaves open whether fees apply to gross or net recovery and whether costs are deducted first.
Failing to specify who advances litigation costs and whether client must repay costs if there is no recovery.
Not documenting signed client consent to contingency and related disclosures required for consumer-facing matters.
Storing only handwritten originals without a secure electronic copy and audit trail that proves signatory intent.

Potential Consequences of an Improper Retainer

Fee Reduction: Court may reduce fee

Ethics Complaint: State bar discipline possible

Lien Disputes: Subrogation claims challenge distribution

Client Lawsuit: Breach or disgorgement risk

Collection Issues: Recovery distribution delayed

No-Recovery Liability: Client may still owe agreed expenses

eSignature Vendor Comparison for Executing Retainers

Comparison of common eSignature providers and core plan features relevant to executing and storing contingency retainers; signNow appears first per platform ordering rules.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	No	No	Yes, limited	Yes, limited
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Practical Tips for Clear and Enforceable Agreements

Adopt clear drafting and client-education practices to reduce later disputes and improve financial reconciliation.

Use explicit fee math and examples

Show a numerical example that demonstrates how fees and costs are calculated for a hypothetical recovery amount so the client understands gross versus net distributions and can verify later accounting.

Address liens, subrogation, and third-party claims

Specify how medical liens, insurer subrogation, Medicare conditional payments, and child support liens will be handled and allocated before or after attorney fees are calculated.

Provide a plain-language summary

Include a brief plain-language summary at the top of the agreement that highlights the contingency percentage, who pays costs, and what the client should expect if there is no recovery.

Keep a signed electronic record with audit trail

Store the executed PDF and associated audit trail (timestamps, signer IP, authentication method) to support enforceability and satisfy ESIGN/UETA record retention expectations.

Realistic Use Cases

Two concise examples illustrate common contingency retainer scenarios and practical outcomes for client and counsel.

Personal Injury Matter

Client injured in auto collision seeks representation on contingency

Attorney agrees to 33% settlement fee, 40% if case proceeds to trial
Agreement clarifies medical lien handling, and client receives itemized settlement accounting before distribution to reduce post-closing disputes.

Employment Dispute

Worker alleges overtime violations and hires counsel on contingency

Agreement states 30% of recovery and that statutory fee awards will be sought separately
Document requires client consent for settlement and explains effect of statutory fee awards on net recovery.

Frequently Asked Questions and Practical Answers

Answers to common procedural and legal questions that arise when preparing, executing, or enforcing a contingency fee retainer.

Need help? Contact support

Is a written retainer required?
Most states and many bar ethics rules require contingency agreements to be in writing and signed by the client; confirm your jurisdiction's rules before proceeding and provide a clear written record.
Can the fee percentage change later?
Any change to the percentage should be documented in a signed amendment; unilateral changes risk ethics complaints and enforceability issues unless the client consented knowingly.
How should costs be advanced?
State whether the firm advances costs, whether the client is responsible on no recovery, and whether costs are repaid before or after fee calculation to avoid later accounting disputes.
Is an electronic signature acceptable?
Electronic signatures meet federal ESIGN and UETA standards for enforceability in most cases; verify any narrow exceptions (e.g., certain court filings) before relying solely on e-signature.
What happens to liens on recovery?
Identify anticipated liens (medical, statutory) and specify payment order; failing to address liens can delay distribution and expose the firm to claims from lienholders.
How long should records be kept?
Retain the executed retainer and supporting accounting for the longer of the practice's standard retention period and any applicable federal or state requirement, typically at least seven years for closed matters.

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